TOGGLETHIS END-USER LICENSE AGREEMENT IMPORTANT - PLEASE READ THIS DOCUMENT CAREFULLY: THIS TOGGLETHIS END-USER LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU AND TOGGLE ENTERTAINMENT, INC. ("TOGGLETHIS") FOR TOGGLETHIS END USER SOFTWARE AND ONLINE ELECTRONIC AND OTHER DOCUMENTATION ("SOFTWARE") AND ENTERTAINMENT CONTENT AND INFORMATION CONTENT ("CONTENT") THAT TOGGLETHIS MAY MAKE AVAILABLE THROUGH THE SOFTWARE, AS MODIFIED, ADDED OR DELETED IN TOGGLETHIS'S SOLE DISCRETION (COLLECTIVELY, "TOGGLETHIS MATERIALS"). THIS DOCUMENT PROVIDES IMPORTANT INFORMATION CONCERNING THE TOGGLETHIS MATERIALS AND PROVIDES YOU WITH A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY AND LIABILITY INFORMATION. BY CLICKING ON THE "YES" BUTTON YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "NO" BUTTON AND THE INSTALLATION PROCESS WILL NOT CONTINUE. 1. IMPORTANT NOTICE. The SOFTWARE is an object code package that is designed to run with an Internet browser, specifically Netscape version 2.0 or greater or Microsoft Internet Explorer 3.01. If your browser is not one of these, the SOFTWARE will not function properly. The term SOFTWARE shall also include any upgrades, modified versions or updates of the SOFTWARE licensed to you by TOGGLETHIS. 2. GRANT OF LICENSE. This AGREEMENT grants you a non-exclusive license to: a) Use the SOFTWARE on a single computer to access CONTENT furnished by TOGGLETHIS or other third parties for your personal use. b) Make one copy of the SOFTWARE in machine-readable form for your backup purposes, provided that such copy contains the same copyright and other proprietary notices that appear on or in the SOFTWARE. c) Distribute copies of the CONTENT to third parties for internal use only and not for commercial purposes. You may not rent, lease, or sublicense the SOFTWARE. You may, however, transfer all your rights to use the SOFTWARE to another person or entity, provided that you transfer this AGREEMENT with the SOFTWARE. 3. RESTRICTIONS. This AGREEMENT prohibits you from: a) distributing copies of the SOFTWARE or electronically transferring the SOFTWARE from one computer to another or over a computer network. b) reverse compiling, reverse engineering, disassembling, or otherwise reducing the SOFTWARE to a human-perceivable form. You may not modify, rent, resell for profit, distribute or create derivative works based upon the SOFTWARE or any portion thereof. c) transferring CONTENT accessed via the SOFTWARE for commercial purposes. d) publishing any information regarding the nature of the SOFTWARE and/or its performance or any CONTENT furnished by TOGGLETHIS without TOGGLETHIS's express written consent. e) discussing TOGGLETHIS, the SOFTWARE or any CONTENT furnished by TOGGLETHIS with a representative of the press or media either directly or indirectly without TOGGLETHIS's express written approval. 4. TITLE. This AGREEMENT grants you limited rights to use the SOFTWARE. Title, ownership rights, and intellectual property rights in the SOFTWARE shall remain in TOGGLETHIS. The SOFTWARE and its structure, organization and code are the valuable trade secrets of TOGGLETHIS and its suppliers. The SOFTWARE is also protected by United States Copyright Law and International Treaty provisions. All rights not specifically granted in this AGREEMENT are reserved by TOGGLETHIS. Title and related rights in the CONTENT accessed through the SOFTWARE are, and shall remain, the property of the applicable CONTENT owner and may be protected by applicable law. This AGREEMENT gives you no rights to such CONTENT, except as expressly set forth herein. 5. TERMINATION. This AGREEMENT shall terminate automatically if you fail to comply with any of your obligations described herein. On termination you must destroy all copies of the SOFTWARE and any associated documentation and, if requested by TOGGLETHIS, you must provide written certification of such destruction. 6. DISCLAIMER OF WARRANTIES. TOGGLETHIS EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY TECHNICAL SUPPORT AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. The entire risk arising out of use or performance of the SOFTWARE remains with you. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS WHICH VARY FROM STATE TO STATE. 7. DISCLAIMER OF THIRD PARTY MATERIAL AND PRODUCTS. The SOFTWARE and CONTENT accessed via the SOFTWARE may provide links to 3rd party World Wide Web sites ("THIRD PARTY SITES). THIRD PARTY SITE links are not under the control of TOGGLETHIS. Accordingly, TOGGLETHIS makes no representation concerning the content of these sites, nor is the fact that TOGGLETHIS has provided access to these sites to be considered an endorsement by TOGGLETHIS of any of these sites. TOGGLETHIS or the CONTENT provider is providing these links only as a convenience to you. TOGGLETHIS has not tested or reviewed the content, information or service at any of the THIRD PARTY SITES linked to TOGGLETHIS and therefore TOGGLETHIS makes no representations regarding the quality, safety or suitability of the information or content of these sites. 8. LIMITATION OF LIABILITY. TOGGLETHIS'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE TOGGLETHIS MATERIALS IS LIMITED TO $500. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL TOGGLETHIS OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS ("REPRESENATIVES") BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF DATA, COSTS OF RE-CREATING LOST DATA, LOSS OF PROFITS OR BUSINESS INFORMATION OR BUSINESS INTERRUPTION OR OTHER PECUNIARY LOSS, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER TOGGLETHIS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION AND/OR EXCLUSIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. 9. BASIS OF THE BARGAIN. The disclaimer of warranties and limitation of liability set forth above are fundamental elements of the basis of the bargain between TOGGLETHIS and you. You agree that TOGGLETHIS would not be able to provide the SOFTWARE on an economic basis without such limitations. 10. U.S. GOVERNMENT RESTRICTED RIGHTS LEGEND. The SOFTWARE is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer SOFTWARE clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer SOFTWARE-Restricted Rights at 48 CFR 52.227-19, as applicable. Unpublished-rights are reserved under the copyright laws of the United States. Manufacturer: Toggle Entertainment, Inc. 151 West 25th Street 3rd Floor New York, NY 10001. 11. GENERAL. This AGREEMENT shall be governed by the internal laws of the State of New York, excluding the application of its conflicts of law rules. This AGREEMENT will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this AGREEMENT is found void and unenforceable, it will not affect the validity of the balance of the AGREEMENT, which shall remain valid and enforceable according to its terms. You agree that the SOFTWARE will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations. This AGREEMENT shall automatically terminate upon failure by you to comply with its terms. This AGREEMENT may only be modified in writing signed by an authorized officer of TOGGLETHIS. This AGREEMENT contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. All questions concerning this AGREEMENT shall be directed to: Toggle Entertainment, Inc. 151 West 25th Street 3rd Floor New York, NY 10001. Copyright (c) 1997, 1998 Toggle Entertainment, Inc. All rights reserved. Togglethis is a trademark of Toggle Entertainment, Inc. and may be registered in certain jurisdictions.